Treatment of Derivative Securities Sample Clauses

Treatment of Derivative Securities. (a) At or before the Effective Time, CP.cxx xxx CPI, as its successor, shall take all corporate and company action necessary such that each holder of the then outstanding options (the "DRIVEOFF OPTIONS") issued pursuant to the Drivxxxx.xxx, Xxc. Stock Option Plan (the "DRIVEOFF PLAN") shall be offered the right to receive, at the Effective Time, upon execution of an Exchange Agreement in the form attached hereto as Exhibit 1.4.3(a)(1), a nonqualified stock option ("CPI OPTION") to purchase, on the same terms and conditions as were applicable under the Driveoff Plan, that number of CPI Common Shares, as shown on Schedule 1.4 opposite the respective optionee's name, at an exercise price per CPI Common Share equal to the exercise price per share of such Driveoff Option immediately prior to the Effective Time divided by the Driveoff Share Exchange Ratio. For purposes of this Agreement, the Driveoff Share Exchange Ratio shall be as set forth on Schedule 1.4. Notwithstanding the foregoing, and except as provided in Section 1.4.3(d) and (e), any vested or unvested Driveoff Options held by Driveoff optionees as of the date hereof who do not continue as Driveoff employees or do not become employees of Driveoff or CPI as of the Effective Time shall be exercised and/or canceled in accordance with the terms of the Driveoff Plan. Each replacement CPI Option shall be issued pursuant to the CPI 2000 Employee Stock Option Plan set forth as Exhibit 1.4.3(a)(2) hereto (the "CPI PLAN").
Sample 1
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Treatment of Derivative Securities. In the event the Company shall at any time or from time to time after the Issue Date issue any Derivative Securities, other than in an Excluded Issuance, at a price per share (which shall be obtained by dividing (i) the sum of (x) the total amount, if any, received or receivable by the Company as consideration for the issuance of such Derivative Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Derivative Securities, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Derivative Securities) that is less than both (x) 80% of the 20-day VWAP of the Company’s Common Stock (determined as of the public announcement of such issuance, or if there is no public announcement of the such issuance prior to entering into a definitive agreement with respect to such issuance, the date of a binding agreement regarding such issuance) and (y) $4.00 per share, then the total number of shares of Common Stock issuable upon exercise, conversion or exchange of the total amount of such Derivative Securities shall be deemed to have been issued as of the date of issuance of such Derivative Securities (and thereafter shall be deemed to be outstanding for purposes of adjusting the Number Issuable pursuant to Section 4(c)), at a price per share equal to the quotient obtained by dividing (i) the sum of (x) the total amount, if any, received or receivable by the Company as consideration for the issuance of such Derivative Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Derivative Securities, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Derivative Securities. No further adjustment of the Number Issuable shall be made upon the actual issuance of Common Stock upon exercise, conversion or exchange of such Derivative Securities for which adjustments of the Number Issuable have been made pursuant to this Section 4(d).
Sample 1
Treatment of Derivative Securities 
Sample 1

Related to Treatment of Derivative Securities

  • Derivative Securities There shall be outstanding no options, warrants or other derivative securities entitling the holders thereof to acquire shares of Company Common Stock or other securities of the Company.

  • Transfer and Exchange of Definitive Securities for Definitive Securities Upon request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e).

  • Restricted Definitive Securities to Beneficial Interests in Restricted Global Securities If any Holder of a Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted Global Security or to transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon receipt by the Registrar of the following documentation:

  • Transfer and Exchange of Definitive Securities for Beneficial Interests in Global Securities Transfers and exchanges of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i), (ii) or (ii) below, as applicable:

  • Transfer and Exchange of Definitive Securities When Definitive Securities are presented to the Registrar with a request:

  • Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities A Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if:

  • Restricted Definitive Securities to Unrestricted Definitive Securities Any Restricted Definitive Security may be exchanged by the Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security if:

  • Restricted Definitive Securities to Restricted Definitive Securities Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Registrar receives the following:

  • Definitive Securities Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of certificated Securities.

  • Treatment of Warrants At the Effective Time, each warrant to purchase Shares (each a “Warrant” and collectively the “Warrants”) that is issued and outstanding immediately prior to the Effective Time and not terminated pursuant to its terms shall be assumed by Parent and converted into the right to receive cash equal to the product obtained by multiplying (x) the aggregate number of Shares for which such Warrant was exercisable immediately prior to the Effective Time and (y) the excess, if any, of the Merger Consideration less the per Share exercise price of such Warrant (the “Warrant Consideration”). The Company shall take all necessary actions, including obtaining any required consents from holders of outstanding Warrants necessary to effect such assumption pursuant to the terms of the applicable Warrant. The Company shall prepare and use reasonable best efforts to obtain the agreement of each holder of Warrants that such holder conditionally exercises such Warrant contingent upon the consummation of the Merger, such that each such holder shall have the right to vote the Shares for which such Warrant has been conditionally exercised at the meeting of the Company’s stockholders to be held for the Company Stockholder Approval and that, if the Merger is not consummated, such Warrant shall be deemed to have never been exercised. Any payments made pursuant to this Section 3.5 shall be net of all applicable withholding taxes that Parent, Purchaser, the Surviving Corporation and the Paying Agent, as the case may be, shall be required to deduct and withhold from the Warrant Consideration under the Code, the rules and regulations promulgated thereunder or any provision of applicable state, local or foreign law. To the extent that amounts are so withheld by Parent, Purchaser, the Surviving Corporation or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Warrants in respect of which such deduction and withholding was made by Parent, Purchaser, the Surviving Corporation or the Paying Agent.

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